Hartley Advisors Corp

Item 5 – Fees and Compensation

The specific manner in which fees are charged by HAC is established in a client’s
written agreement with HAC.

Asset Portfolio Management

The annual fee for portfolio management services is billed quarterly in advance based on
the market value of the assets on the last day of the preceding quarter. Fees will be
assessed pro rata in the event the portfolio management agreement is executed at any
time other than the first day of a calendar quarter. On an annualized basis, HAC's fees
for portfolio management services are based on the total market value of assets as
follows:

       Individuals and Families:

              Over $ 500,000:             1.25%
              Over $ 1,000,000:           1.00%
              Over $ 3,000,000:           0.80%
              Over $ 5,000,000:           0.65%
              Over $10,000,000:           0.50%

       Employer-Sponsored Retirement Plans:

              Up to $ 1,000,000:          0.50%
              Over $ 1,000,000:           0.40%
              Over $ 5,000,000:           0.30%
              Over $10,000,000:           0.20%

HAC typically targets accounts with at least $500,000 in investable assets, but will
accept smaller accounts at HAC’s discretion which will be billed at an annual rate of
1.50%. In special circumstances, other fees may be negotiated.

HAC will either deduct fees from client’s accounts, or send an invoice to the client for
payment, based on the clients’ preference. Although the payment of investor advisor
fees directly from a client’s account (reference item 2.1. (1)-form ADV-part 2B) is
deemed custody, the custody requirements of regulation 303.042 shall not be applicable
when the following procedures are incorporated in item 5-part 2-form ADV and/or the
agreement(s):

   •   HAC possesses written authorization from the client to deduct advisory fees from
       an account held by a qualified custodian (e.g. Schwab),

   •   HAC sends the qualified custodian written notice of the amount of the fees to be
       deducted from the client’s account, and

   •   HAC sends the client a written invoice itemizing the fee, including the formula
       used to calculate the fee, the time period covered by the fee and the amount of
       assets under management on which the fee was based.

   •   It is disclosed to the client that it is the client's responsibility to review the
       accuracy of the fee calculation.

HAC or the client may terminate the management agreement within five business days
of the date of acceptance without penalty to the client. After the five business day
period, either party, upon 30 days written notice to the other, may terminate the
management agreement. The management fee will be pro-rated for the quarter in
which the cancellation notice was given and any unearned fees will be returned to the
client.

Portfolio Monitoring/Review Services

The amount of the fee is based on the Firm's negotiable hourly rate of $500.00, payable
monthly in arrears.

HAC or the client may terminate the management agreement within five business days
of the date of acceptance without penalty to the client. After the five business day period,
either party, upon 30 days written notice to the other, may terminate the management
agreement. Refunds are not applicable as fees are payable in arrears.

Other Client Fees

Our advisory fees do not include any fees charged by the custodian, Charles Schwab,
such as brokerage commissions, account service fees, transaction fees or account
custodial fees. Additionally, mutual funds and exchange traded funds also charge internal
management fees or expenses which are fully disclosed in the fund’s prospectus and/or
financial filings.

Neither the firm nor our employees accept any compensation for the sale of securities or
other investment products, including asset-based charges or service fees from the sale
of mutual funds.

Margin Accounts and Related Conflicts of Interest

For clients who use margin in their accounts, HAC's advisory fee is calculated on the
gross portfolio value including margin-financed securities, resulting in clients paying
advisory fees on borrowed funds they do not own.

Because our fee is based on the gross value of assets under management, including any
margin-financed securities, we have a financial incentive for clients to utilize margin, since
increased margin use increases the assets on which our fee is calculated. This creates a
conflict of interest between HAC and its clients, as it could incentivize HAC to recommend
the use of margin, or a greater degree of margin, than is in a client's best interest. Clients
are not obligated to use margin, and HAC does not receive any portion of the interest
charged by the custodian on margin loans.

HAC does not have any compensation arrangements with Charles Schwab & Co. related
to client margin account maintenance and securities lending programs.

Item 7 – Types of Clients

HAC provides portfolio management services to individuals, high net worth individuals,
companies, trusts and estates.